1.  INTRODUCTION

The board of directors of GCAP wishes to announce that the Company and KOP MANTAP BERHAD (“Kop Mantap”) (collectively, referred to as “Parties” or each a “Party”) had on 30 July 2021 entered into a memorandum of understanding (“MOU”) to set forth mutual intentions to establish a framework for collaboration in respect of business opportunities and potential business ventures (“Collaboration”), including but not limited to, developing plots of land with high sun exposure for purposes of constructing, developing and operating solar photovoltaic plants to generate electricity (“Proposed Project”).

2.  BACKGROUND INFORMATION ON KOP MANTAP

Kop Mantap, [Registration No. 199301002033 (256770-M)], is a public limited liability company incorporated and domiciled in Malaysia and having its registered address at Tingkat 2B, Bangunan Koperasi Polis, No. 1, Jalan Sultan Sulaiman, 50000 Kuala Lumpur.

Kop Mantap is a wholly-owned subsidiary of Koperasi Polis Diraja Malaysia Berhad (“KPDMB”). Kop Mantap and its subsidiaries (collectively referred to as “Kop Mantap Group”) are active in seven (7) core sectors, including security agency, logistic & distribution, technology, education services, property & constructions, travel & tours and aviation & marines.

3.  SALIENT TERMS OF THE MOU

3.1  The MOU shall come in force on the execution date and shall continue for a duration of two (2) years (“Term”) and maybe extended for further period of one (1) year or such other period mutually agreed by the parties (“Extended Term”).

3.2  Nothing in the MOU shall create, or be regarded as creating, a partnership or principal-agent relationship between the Parties.

3.3  The Parties shall collaborate, co-operate and work in good faith within the scope of the Collaboration for the Proposed Project.

3.4  The Parties agree that the profits gained from the Collaboration will be shared between the Parties. However, the specific terms and conditions, sharing ratio, billing and settlement modes will be decided on a project-by-project basis based on different nature of the Collaboration and modes of cooperation shall be further addressed and elaborated in the definitive agreement which is to be entered between the parties within sixty (60) days from the date of this MOU or such other period mutually agreed between the Parties (“Definitive Agreement”).

3.5  The Parties acknowledge and agree that this MOU does not set out all of the matters upon which agreement must be reached for the Collaboration and is non-binding in nature until a definitive agreement is entered between the Parties.

3.6  This MOU may be terminated by either Party if one Party serves the other Party at least two (2) months' notice in writing stating its intention to terminate before the expiry of the Term.

3.7  Upon the termination of this MOU, no Party shall have any continuing obligation as provided to the other save for any antecedent breaches or outstanding obligations as provided in the MOU.

4.  FINANCIAL EFFECTS OF THE MOU

The MOU is not expected to have any material effect on earnings, revenue and net assets per share of the Group for the financial year ending 31 December 2021.

5.  DIRECTORS AND SUBSTANTIAL SHAREHOLDERS’ INTEREST

None of the Directors or major shareholders of GCAP and persons connected with them has any direct or indirect interests, in the MOU.

6.  STATEMENT BY DIRECTORS

The Board of GCAP is of the opinion that the MOU is in the best interest of the Group.

7.  APPROVAL REQUIRED

The MOU does not require the approval of shareholders of the Company and any relevant government authorities.

8.  DOCUMENT AVAILABLE FOR INSPECTION

The MOU is available for inspection during normal office hours at the registered office of GCAP at No 11B Level 2, Persiaran Greentown 9, Greentown Business Centre, 30450 Ipoh, Perak from Mondays to Fridays (except public holidays) for a period of 3 months from the date of this announcement.

This announcement is dated 30 July 2021.